FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GENESIS ENERGY, L.P.Genesis Energy Lp • January 3rd, 2011 • Wholesale-petroleum bulk stations & terminals • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Genesis Energy, L.P., dated as of December 28, 2010 and effective as of the Effective Time (as defined herein), is entered into by and among Genesis Energy, LLC, a Delaware limited liability company, as the General Partner (as defined herein), together with any other Persons (as defined herein) who are or who become Partners (as defined herein) in the Partnership (as defined herein) or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GENESIS ENERGY, LLC a Delaware limited liability company December 28, 2010Limited Liability Company Agreement • January 3rd, 2011 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GENESIS ENERGY, LLC, a Delaware limited liability company (the “Company”), dated as of December 28, 2010 (the “Effective Date”), and effective as of the Effective Time, is adopted, executed and agreed to, for good and valuable consideration, by Genesis Energy, L.P., a Delaware limited partnership (“Genesis”), as the sole Member.
AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2011 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Texas
THIS AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of December 28, 2010, by and among Genesis Energy, L.P., a Delaware limited partnership (“Partners”), and the unitholders party hereto (each a “Unitholder” and collectively the “Unitholders”). Partners and the Unitholders are, collectively, the “Parties”. Any capitalized term used, but not defined, in this Amendment shall have the meaning given such term in the Agreement (defined below).
AMENDMENT NO. 2 TO UNITHOLDER RIGHTS AGREEMENTUnitholder Rights Agreement • January 3rd, 2011 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Delaware
THIS AMENDMENT NO. 2 TO UNITHOLDER RIGHTS AGREEMENT (this “Amendment”) is made as of December 28, 2010 by and among Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), the unitholders set forth on the signature page hereto (each a “Unitholder” and collectively the “Unitholders”) and Genesis Energy, LLC, a Delaware limited liability company (the “Company”). The Partnership, the Unitholders and the Company are, collectively, the “Parties”. Any capitalized term used, but not defined, in this Amendment shall have the meaning given such term in the Agreement (defined below).
AGREEMENT AND PLAN OF MERGER by and among GENESIS ENERGY, L.P., GENESIS ACQUISITION, LLC and GENESIS ENERGY, LLC Dated as of December 28, 2010Agreement and Plan of Merger • January 3rd, 2011 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 28, 2010 (this “Agreement”), is entered into by and among Genesis Energy, L.P., a Delaware limited partnership (“Partners”), Genesis Acquisition, LLC, a Delaware limited liability company (“MergerCo”), and Genesis Energy, LLC, a Delaware limited liability company (“Partners GP”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2011 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Texas
AMENDMENT NO. 1To the Indemnification Agreement • January 3rd, 2011 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Delaware
This Amendment No. 1, dated December 28, 2010 (this “Amendment”) to the Indemnification Agreement (the “Agreement”), effective as of the date hereof, among Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), Genesis Energy, LLC, a Delaware limited liability company (the “Company”), and the undersigned director or officer of the Company (the “Indemnitee”), is hereby entered into among the Partnership, the Company and the Indemnitee.
